XML 43 R52.htm IDEA: XBRL DOCUMENT v2.4.0.6
ACQUISITIONS (NARRATIVE) (DETAILS) (USD $)
 5 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 2 Months Ended 5 Months Ended 9 Months Ended 12 Months Ended 11 Months Ended
May 28, 2011
Oct. 04, 2012
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Jan. 02, 2012
Onstate [Member]
Jan. 02, 2012
Onstate [Member]
Computer Software, Intangible Asset [Member]
Dec. 31, 2012
Iknowtion [Member]
Feb. 27, 2012
Iknowtion [Member]
Feb. 27, 2012
Iknowtion [Member]
Customer relationships, gross [Member]
Dec. 31, 2012
Iknowtion [Member]
Customer relationships, gross [Member]
May 28, 2011
Eloyalty [Member]
Customer relationships, gross [Member]
Oct. 04, 2012
Guidon [Member]
Oct. 04, 2012
Guidon [Member]
Customer relationships, gross [Member]
Dec. 31, 2012
Technology Solutions Group [Member]
Dec. 31, 2012
Technology Solutions Group [Member]
Customer relationships, gross [Member]
Dec. 31, 2012
Technology Solutions Group [Member]
Computer Software, Intangible Asset [Member]
Nov. 30, 2010
Peppers And Rogers Group Member [Member]
Customer relationships, gross [Member]
Mar. 31, 2012
Peppers And Rogers Group Member [Member]
Customer relationships, gross [Member]
Jun. 30, 2011
Peppers And Rogers Group Member [Member]
Customer relationships, gross [Member]
Business Acquisition [Line Items]                                        
Date of Acquisition             Jan. 01, 2012     Feb. 27, 2012   May 28, 2011   Oct. 04, 2012     Dec. 31, 2012 Nov. 30, 2011    
Percentage of Voting Interests Acquired             100.00%   80.00%         100.00%     100.00% 80.00%    
Description of Acquired Entity The ICS business unit focuses on helping clients improve customer service business performance through the implementation of a variety of service centers. ICS generates revenue in three ways: (i) managed services that support and maintain clients’ customer service center environment over the long-term; (ii) consulting services that assist the customer in implementation and integration of a customer service center solution; and (iii) product resale through the sale of third party software and hardware. eLoyalty operates out of an office in Austin, TX with an additional administrative location in Chicago, IL and has approximately 160 employees. Guidon provides operational consulting services and designs solutions for operational and cultural transformation for global clients. Guidon is located in Mesa, AZ and has approximately 25 employees. TSG designs and implements custom communications systems for a variety of business types and sizes. TSG is located in Aurora, IL and has approximately 90 employees       OnState provides hosted business process outsourcing solutions to a variety of small businesses. OnState is headquartered in Boston, MA with a minimal employee base.     iKnowtion integrates proven marketing analytics methodologies and business consulting capabilities to help clients improve their return on marketing expenditures in such areas as demand generation, share of wallet, and channel mix optimization. iKnowtion is located in Boston, MA and has approximately 40 employees.               PRG is a leading global management consulting firm specializing in customer-centric strategies for Global 1000 companies and is recognized as a leading authority on customer-based strategies with a deep understanding of the most powerful levers that drive customer loyalty and business results. PRG currently operates offices on six continents across the globe, including headquarters in Stamford, Connecticut, and Istanbul, Turkey, along with regional offices in Belgium, Germany, Kuwait, Lebanon, Singapore, South Africa and United Arab Emirates.    
Purchase Price of Acquired Entity             $ 3,300,000         $ 38,000,000   $ 5,600,000       $ 15,000,000    
Cost of Acquired Entity, Other Noncash Consideration                       (2,900,000)                
Cost of Acquired Entity, Cash Paid             3,100,000                   32,800,000   5,000,000  
Cost of Acquired Entity, Up Front Cash Consideration                   1,000,000   40,900,000                
Cost of Acquired Entity, Working Capital Adjustment Paid                   200,000       100,000     800,000 7,100,000   7,900,000
Cost of Acquired Entity, Transaction Costs           100,000     100,000       100,000   100,000          
Weighted Average Useful Life of Acquired Intangible Assets             4 years 0 months 0 days     5 years 0 months 0 days   11 years 0 months 0 days   5 years 0 months 0 days   10 years 0 months 0 days        
Purchase Price Allocation, Goodwill, Expected Tax Deductible Amount             1,100,000                          
Future Value of Liabilities Incurred From Business Acquisitions                   4,300,000                    
Valuation Technique on Contingent Consideration               The fair value of the contingent payments was measured based on significant inputs not observable in the market (Level 3 inputs). Key assumptions included in the fair value calculation include a discount rate of 21% and expected future value of payments of $4.3 million. The $4.3 million of expected future payments was calculated using a probability weighted EBITDA assessment with higher probability associated with iKnowtion achieving the maximum EBITDA targets. . The $4.3 million of expected future payments was calculated using a probability weighted EBITDA assessment with higher probability associated with iKnowtion achieving the maximum EBITDA targets.   The Company is also obligated to make earn-out payments over the next four years if iKnowtion achieves specified earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets, as defined by the purchase and sale agreement       The Company is also obligated to make earn-out payments over the next two years if Guidon achieves specified EBITDA targets as defined in the stock purchase agreement. The fair value of the contingent payments was measured based on significant inputs not observable in the market (Level 3 inputs). Key assumptions included in the fair value calculation include a discount rate of 21% and expected future value of payments of $2.8 million.     The Company is also obligated to make earn-out payments over the three years if TSG achieves specified EBITDA targets, as defined by the stock purchase agreement. The fair value of the contingent payments was measured based on significant inputs not observable in the market (Level 3 inputs). Key assumptions included in the fair value calculation include a discount rate of 4.6% and expected future value of payments of $7.3 million      
Contingent Consideration Arrangements, Basis for Amount                           The $2.8 million of expected future payments was calculated using a probability weighted EBITDA assessment with higher probability associated with Guidon achieving the maximum EBITDA targets.     The $7.3 million of expected future payments was calculated using a probability weighted EBITDA assessment with higher probability associated with TSG achieving the maximum EBITDA targets.      
Contingent Consideration, at fair value                   2,900,000 3,600,000     2,800,000     6,700,000 4,400,000    
Contingent consideration, fair value, current portion                     1,000,000     2,100,000            
Contingent consideration, fair value, noncurrent portion                     2,600,000     2,200,000            
Revenue of Acquirees since Acquisition Date, Actual     120,200,000 80,000,000 2,300,000                              
Income (loss) from operations of Acquirees since Acquisition Date, Actual     8,900,000 5,800,000 (400,000)                              
Receivable Recognized from Change in Working Capital Adjustment     $ 800,000